Common use of Priority in Requested Registrations Clause in Contracts

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities be included. In connection with any registration as to which the provisions of this Section 2.1(g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Warrants or Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, offering Registrable Securities requested to be included in such registration, pro rata among the holders thereof of Registrable Securities (or Warrants therefor) requesting such registration on the basis of the percentage of the such Registrable Securities of the Company held by the holders of Registrable Securities which have requested that or issuable to such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gsubdivision (g) apply, no securities other than Registrable Securities shall be covered by such registrationregistrations. The holders of Warrants or Registrable Securities shall be entitled to no more than two requested registrations pursuant to this Section 2.1.

Priority in Requested Registrations. If a requested registration ----------------------------------- pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities Securities be included. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested registration Demand Registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registrationDemand Registration, pro rata among the holders Holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders Holders of Registrable Securities which that have requested that such securities be included. In connection with any registration Demand Registration as to which the provisions of this Section 2.1(gsubsection (h) apply, no securities other than Registrable Securities shall be covered by such registrationDemand Registration; moreover, such registration shall not reduce the number of available registrations under subsection (f) of this Section 2.1 in the event that the managing underwriter excludes from registration more than fifty percent (50%) of the aggregate number of Registrable Securities requested to be included.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Majority Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, offering Registrable Securities requested to be included in such registration, pro rata among the holders thereof of Registrable Securities requesting such registration on the basis of the percentage of the such Registrable Securities of the Company held by the holders of Registrable Securities which have requested that or issuable to such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gclause (h) apply, no securities other than Registrable Securities shall be covered by such registrationregistrations. The holders of Registrable Securities shall be entitled to only two requested registrations pursuant to this Section 2.1.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 2 or a Take- Down pursuant to Section 3(c) involves an underwritten offering, offering and the managing underwriter underwriter(s) shall advise the Company URI in writing (with a copy to each holder Holder of Registrable Securities requesting registration) that, in its opinionthe opinion of such managing underwriter(s), the number of securities requested to be included by Holders in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, to the extent Holders of not less than a majority of the number which the Company is so advised can be sold in such offering, of shares of Registrable Securities requested to be included in such registration, only that number of Registrable Securities which URI is so advised can be sold in such offering at such acceptable price shall be included, such Registrable Securities so included being allocated pro rata among the holders thereof Holders requesting such registration on the basis of the percentage number of such securities requested to be included by such Holders, and neither URI nor any holder of Common Shares other than the Holders hereunder shall participate in such requested registration, unless all Registrable Securities of the Company held requested by the holders of Registrable Securities which have requested that such securities Holders to be included. In connection with any registration as to which registered are included in the provisions of this Section 2.1(g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Warrants or Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, offering Registrable Securities requested to be included in such registration, pro rata among the holders thereof of Registrable Securities (or Warrants therefor) requesting such registration on the basis of the percentage of the such Registrable Securities of the Company held by the holders of Registrable Securities which have requested that or issuable to such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registrationregistrations, including, without limitation, securities that would otherwise be includible under clause (b) of this Section 2. 1. The holders of Warrants or Registrable Securities shall be entitled to only one requested registration pursuant to this Section 2.1.

Priority in Requested Registrations. If a requested registration Full Demand Registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holdersholders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof requesting such registration on the basis of the percentage numbers of the such Registrable Securities of the Company held requested to be included by the holders of Registrable Securities which have requested that such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registrationregistrations.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities Securities be included. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested ----------------------------------- registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such securities Securities be included. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which that have requested that such securities be Securities by included. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which that can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which that have requested that such securities be included. In connection with any registration as to which the provisions of this Section 2.1(gsubsection (g) apply, no securities other than Registrable Securities shall be covered by such registration; moreover, such registration shall not reduce the number of available registrations under subsection (e) of this Section 2.1 in the event that the managing underwriter excludes from registration more than fifty percent (50%) of the aggregate number of Registrable Securities requested to be included.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Warrants or Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Requisite Holders, the Company will include in such registration, registration to the extent of the number which the Company is so advised can be sold in such offering, offering Registrable Securities requested to be included in such registration, pro rata among the holders thereof of Registrable Securities (or Warrants therefor) requesting such registration on the basis of the percentage of the such Registrable Securities of the Company held by the holders of Registrable Securities which have requested that or issuable to such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gclause (h) apply, no securities other than Registrable Securities shall be covered by such registrationregistrations. The holders of Warrants or Registrable Securities shall be entitled to only two requested registrations pursuant to this Section 2.1.

Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within without causing a price reduction that would be below a price range reasonably acceptable to the Requisite Holdersholders of 66-2/3% or more of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registrationregistration and Common Stock requested to be included in such registration pursuant to the Banks Registration Rights Agreement, allocated pro rata among the holders thereof requesting such registration on the basis of the percentage numbers of the such Registrable Securities of the Company held or such Common Stock requested to be included by the holders of Registrable Securities which have requested that such securities be includedholders. In connection with any registration as to which the provisions of this Section 2.1(gclause (g) apply, no securities other than Registrable Securities and Common Stock requested to be included in such registration pursuant to the Banks Registration Rights Agreement shall be covered by such registrationregistrations.